e8150-10800 Cir

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					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult
your licensed securities dealers or registered institution in securities, bank manager, solicitor, professional
accountant or other professional adviser.

If you have sold or transferred all your securities in Seamless Green China (Holdings) Limited (the “Company”),
you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or the
bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser
or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility
for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
contents of this circular.




              Seamless Green China (Holdings) Limited
   (Incorporated in the Cayman Islands and re-domiciled and continued in Bermuda with limited liability)
                                              (Stock Code: 8150)




          PROPOSED REMOVAL AND APPOINTMENT OF DIRECTORS
                                AND
                NOTICE OF SPECIAL GENERAL MEETING




A notice convening a special general meeting of the Company to be held at Unit 1906-07, 19th Floor, Cosco
Tower, 183 Queen’s Road Central, Hong Kong (“HK Venue”) and, by way of video conferencing to be originated
from HK Venue, at the same time at 4th Floor, Room 4-15, Jianshazui Department Store, China Phuket Street,
Chengxinhuating, Longgang District, Shenzhen on Friday, 17 August 2012 at 2:00 p.m. is set out on pages 8 to
10 of this circular.

A form of proxy for the special general meeting is enclosed with this circular. Whether or not you are able to
attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance
with the instructions printed thereon and deposit the same as soon as possible and in any event not later than
48 hours before the time of the meeting or any adjournment thereof to the branch share registrar of the Company
in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong
Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person
at the meeting or any adjournment thereof should you so wish

                                                                                                     27 July 2012
                           CHARACTERISTICS OF GEM


       GEM has been positioned as a market designed to accommodate companies to which a
higher investment risk may be attached than other companies listed on the Stock Exchange.
Prospective investors should be aware of the potential risks of investing in such companies and
should make the decision to invest only after due and careful consideration. The greater risk
profile and other characteristics of GEM mean that it is a market more suited to professional
and other sophisticated investors.

      Given the emerging nature of companies listed on GEM, there is a risk that securities
traded on GEM may be more susceptible to high market volatility than securities traded on the
Main Board of the Stock Exchange and no assurance is given that there will be a liquid market
in the securities traded on GEM.




                                             –i–
                                                                 CONTENTS


                                                                                                                                                    Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1

Letter From The Board

         – Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3

         – Requisition from Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     4

         – Convening of Original SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       5

         – Injunction Order and Convening of Postponed SGM . . . . . . . . . . . . . . . . . . . . . . . . . . .                                       5

         – Counsel Opinion and Discontinuance of Postponed SGM . . . . . . . . . . . . . . . . . . . . . . .                                           6

         – Convening of New SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      7

         – Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7

Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        8




                                                                         – ii –
                                         DEFINITIONS


       In this circular, unless the context otherwise requires, the expressions set out below will have
the following meanings:

“Board”                               the board of Directors

“Bye-laws”                            the exiting bye-laws of the Company

“Company”                             Seamless Green China (Holdings) Limited, a company incorporated
                                      in the Cayman Islands and re-domiciled and continued in
                                      Bermuda with limited liability, the shares of which are listed on
                                      GEM

“Director(s)”                         director(s) of the Company

“GEM”                                 the Growth Enterprise Market of the Stock Exchange

“GEM Listing Rules”                   the Rules Governing the Listing of Securities on GEM

“Good Capital”                        Good Capital Resources Limited, a company incorporated in the
                                      British Virgin Islands, which was a registered shareholder of the
                                      Company as at 19 January 2012

“Hong Kong”                           the Hong Kong Special Administrative Region of the PRC

“HK Venue”                            Unit 1906-07, 19th Floor, Cosco Tower, 183 Queen’s Road
                                      Central, Hong Kong

“Mr. Vong”                            Mr. Vong Kuoc Meng, who was a registered shareholder of the
                                      Company as at 19 January 2012

“New SGM”                             the new special general meeting of the Company to be held at
                                      Unit 1906-07, 19th Floor, Cosco Tower, 183 Queen’s Road
                                      Central, Hong Kong and, by way of video conferencing to be
                                      originated from HK Venue, at the same time at the PRC Venue
                                      on Friday, 17 August 2012 at 2:00 p.m.

“Ordinary SGM”                        the special general meeting of the Company to be held at Peony
                                      Function Room, 4th Floor, Eurasia International Hotel, No. 8
                                      Changping Dong Lu, Changping Town, Dongguan, Guangdong
                                      on Monday, 19 March 2012 at 9:00 a.m.




                                                –1–
                     DEFINITIONS


“Postponed SGM”    the special general meeting of the Company rescheduled and
                   held at Unit 1906-07, 19th Floor, Cosco Tower, 183 Queen’s
                   Road Central, Hong Kong and, by way of video conferencing
                   originated from HK Venue, at the same time at Peony Function
                   Room, 4th Floor, Eurasia International Hotel, No. 8 Changping
                   Dong Lu, Changping Town, Dongguan, Guangdong on Friday,
                   11 May 2012 at 2:00 p.m.

“PRC”              the People’s Republic of China and for the purposes of this
                   circular, excluding Hong Kong, the Macau Special Administration
                   Region of the PRC and Taiwan

“PRC Venue”        4th Floor, Room 4-15, Jianshazui Department Store, China Phuket
                   Street, Chengxinhuating, Longgang District, Shenzhen

“Share(s)”         ordinary share(s) of nominal value of HK$0.05 each in the share
                   capital of the Company

“Shareholder(s)”   the registered holder(s) of the Shares

“Stock Exchange”   The Stock Exchange of Hong Kong Limited

“HK$”              Hong Kong dollars, the lawful currency of Hong Kong

“%”                percentage




                             –2–
                               LETTER FROM THE BOARD




            Seamless Green China (Holdings) Limited
   (Incorporated in the Cayman Islands and re-domiciled and continued in Bermuda with limited liability)
                                          (Stock Code: 8150)

Executive Directors:                                               Registered Office:
Mr. Chan Ka Ming (Chairman)                                        Clarendon House,
Mr. Tam Chak Chi                                                   2 Church Street,
Mr. Nee, Henry Pei Ching                                           Hamilton HM11,
Mr. Ho Chun Kit Gregory                                            Bermuda

Independent Non-executive Directors:                               Head office and principal place
Mr. Ng Kai Shing                                                     of business:
Mr. Jal Nadirshaw Karbhari                                         Unit 1906-07, 19/F.,
Ms. Chan Sze Man                                                   Cosco Tower,
                                                                   183 Queen’s Road Central,
                                                                   Hong Kong

                                                                   27 July 2012

To the Shareholders,

Dear Sir or Madam,

         PROPOSED REMOVAL AND APPOINTMENT OF DIRECTORS
                              AND
             NOTICE OF NEW SPECIAL GENERAL MEETING

INTRODUCTION

      The purpose of this circular is to provide you with information to make an informed decision
regarding the resolutions to be proposed at the New SGM and to give you notice of the New SGM.
Ordinary resolutions will be proposed at the New SGM relating to the proposed removal and appointment
of Directors.




                                                  –3–
                                LETTER FROM THE BOARD


REQUISITION FROM SHAREHOLDERS

      On 19 January 2012, the Board received a written requisition (“Written Request”) from two
Shareholders of the Company namely, Good Capital and Mr. Vong (“Requisition Shareholders”) who
held in aggregate, as at 19 January 2012, approximately 12.35% of the total issued share capital of
the Company.

      Pursuant to the Written Request and Bye-law 58, Good Capital and Mr. Vong requested the
Board to convene a special general meeting of the Company as soon as possible for the purpose of
considering, and if thought fit, passing ordinary resolutions for removal of Mr. Chan Ka Ming, Mr.
Tam Chak Chi and Mr. Ho Chun Kit Gregory as executive Directors; removal of Mr. Tsui Siu Hung,
Mr. Lee Tao Wai and Mr. Jal Nadirshaw Karbhari as independent non-executive Directors; appointment
of Mr. Ho Pui Tin Terence and Mr. Mok Tsan San as executive Directors; appointment of Mr. Ho
Chi Wai as an independent non-executive Director; and removal of any Directors proposed by the
Board (if any) from 19 January 2012 up to the date of the special general meeting and all of which
with immediate effect.

      As stated in the Written Request, the Requisition Shareholders are of the opinion that Mr. Chan
Ka Ming, Mr. Tam Chak Chi, Mr. Ho Chun Kit Gregory, Mr. Tsui Siu Hung, Mr. Lee Tao Wai and
Mr. Jal Nadirshaw Karbhari have not been acting for the best interest of the Company and its
Shareholders. The Requisition Shareholders also proposed to nominate three nominees namely, Mr.
Ho Pui Tin Terence, Mr. Mok Tsan San as new executive Directors and Mr. Ho Chi Wai as a new
independent non-executive Director to participate in the management of the Company.

       Mr. Ho Pui Tin Terence, aged 45, is a member of the Hong Kong Institute of Certified Public
Accountants. He is an executive director of a securities company and was formerly a finance director
of a listed company in Hong Kong.

      Mr. Mok Tsan San, aged 40, holds a bachelor degree in Civil Engineering. He is a manager of
a private equity fund focusing on technology investment. He has over 15 years of experience in
information technology project management and project finance.

      Mr. Ho Chi Wai, aged 37, is a member of the Hong Kong Institute of Certified Public Accountants.
He is a principal of a consultancy company providing corporate consultancy services.

       Pursuant to Bye-law 58, the Requisition Shareholders, holding not less than one-tenth of the
paid up capital of the Company carrying the right of voting at general meetings of the Company at
all times, have the right to require a special general meeting to be called by the Board for the transaction
of any business as specified in the Written Requisition. Upon receipt of the Written Requisition, the
Board is required to convene a special general meeting within 21 days thereof and the meeting shall
be held within 2 months from the date of deposit of the Written Requisition.




                                                   –4–
                               LETTER FROM THE BOARD


      Pursuant to Bye-law 86(4), the Shareholders may remove a Director at any time before the
expiration of his period of office by ordinary resolution held at any general meeting convened,
notwithstanding anything contrary to the Bye-laws or any agreement between the Company and such
Director (but without prejudice to any claim for damages under any such agreement), provided that
the notice of any such general meeting must contain a statement of intention of the proposed removal
of the Director and the notice must be served on such Director 14 days before the meeting. Such
Director shall be entitled to be heard on the motion for his removal during the meeting.

CONVENING OF ORIGINAL SGM

      Having considered the Written Request and taken the advice from the Company’s Bermuda legal
advisor, the Board had resolved to convene the Original SGM which was supposed to be held on 19
March 2012 and confirmed that the convening of the Original SGM was in compliance with the Bye-
laws. The Board also confirms that the Company’s normal business operations and the functions of
the Board have not been adversely affected by the aforesaid events.

      The circular, notice of the Original SGM and form of proxy for the Original SGM were despatched
on 9 February 2012.

INJUNCTION ORDER AND CONVENING OF POSTPONED SGM

      On 6 March 2012, a writ of summons (“Writ”) was issued by JMM Business Network Investments
(China) Limited (“JMM”) as the plaintiff against (i) certain Directors namely, Mr. Chan Ka Ming,
Mr. Nee, Henry Pei Ching, Mr. Ho Chun Kit Gregory, Mr. Tam Chak Chi, Mr. Ng Kai Shing, Mr.
Jal Nadirshaw Karbhari and Ms. Chan Sze Man as the 1st to 7th defendants and (ii) the Company as
the 8th defendant.

      Pursuant to the Writ, the plaintiff’s claims (“JMM Claims”) are, among others, set out below:

      (i)     a declaration that the notice for the Original SGM is invalid;

      (ii)    an injunction that all defendants, other officers, their agents or employees or otherwise,
              be restrained from convening the Original SGM; and

      (iii)   an order that the 1st to 7th defendants do procure the Company to, and the Company do,
              convene the special general meeting on 19 March 2012 or any other time as High Court
              of the Hong Kong shall think fit to consider and pass the aforesaid proposed resolutions
              at the Company’s office.




                                                  –5–
                               LETTER FROM THE BOARD


       After seeking the legal advice from the Company’s lawyers, the Board is of the view that it
has reasonable grounds against the JMM Claims. However, the Board considers that the substantial
legal costs for the legal proceedings to be incurred by the Company may have an adverse effect on
the financial position of the Company and it is not for the best interest of the Company and its
Shareholders if the Company continued with the legal proceedings. The Board has therefore consented
to the injunction order under the JMM Claims at the hearing held on 9 March 2012.

      On the same day, the Board had resolved and rescheduled to convene the Postponed SGM which
was supposed to be held on 11 May 2012 and the places of the Postponed SGM were considered to
be convenient to both of the Hong Kong and PRC Shareholders in order to avoid any similar potential
claims. The chairman of the Postponed SGM presided at HK Venue and the persons attending the
Postponed SGM could choose to attend the meeting at HK Venue or the video conferencing at Peony
Function Room, 4/F, Eurasia International Hotel, No.8 Changping Dong Lu, Changping Town, Dongguan,
Guangdong (“Dongguan Venue”) through video conferencing facility. Vote-taking was arranged to be
conducted at both HK Venue and Dongguan Venue by the scrutineer.

       The supplemental circular, revised notice for the Postponed SGM and revised form of proxy
for the Postponed SGM were despatched on 9 March 2012.

COUNSEL OPINION AND DISCONTINUANCE OF POSTPONED SGM

      The Postponed SGM was conducted at the places and time as scheduled. However, during the
Postponed SGM, one of the attending Shareholders (who arrived at the HK Venue shortly after the
Postponed SGM had commenced) suddenly presented a legal opinion issued by a Hong Kong senior
counsel (i.e. barrister-at-law) (“Counsel Opinion”) to the chairman of the meeting at the HK Venue.
According to the Counsel Opinion, the Board has no power to postpone a general meeting which has
already been properly convened without the express authority in the Company’s Bye-laws. Hence, the
Postponed SGM as an adjournment of the Original SGM could not be properly convened. The Counsel
Opinion also suggested that the Company should apply to the Supreme Court of Bermuda (“Bermuda
Court”) for an order to hold and conduct a special general meeting in such manner as the Bermuda
Court thinks fit.

       Although the Company had previously been advised by another solicitor firm practicing in
Bermuda who opined that, on the balance of probability, the notice of the Postponed SGM was itself
a valid notice for the Postponed SGM, the chairman of the Postponed SGM, having considered the
Counsel Opinion, considered that there were conflicting legal opinions as to the validity of the Postponed
SGM and there was a high risk that any resolutions to be put to vote by the Shareholders at the
Postponed SGM may not be valid even if they were passed. Therefore, the chairman of the Postponed
SGM declared the Postponed SGM be closed before any resolution was put to vote by the Shareholders.




                                                  –6–
                              LETTER FROM THE BOARD


CONVENING OF NEW SGM

       In order to save the time and cost to be involved by the Company in obtaining an order from
the Bermuda Court for convening a special general meeting as suggested by the Counsel Opinion or
dragging on the question as to the validity of previous or further adjournment of the Original SGM,
the Board has decided to exercise its powers afresh under section 71(2) of the Company Act and
Bye-law 58 to issue a completely new notice for convening the New SGM with the same agenda as
set out in the notice for the Original SGM dated 9 February 2012 (save and except that the suggested
resolutions for removal of Mr. Tsui Siu Hung and Mr. Lee Tao Wai as independent non-executive
Directors have been deleted, as they have resigned from their positions with effect from 10 February
2012 and 20 February 2012 respectively).

      The Company has sought a separate legal opinion from its Bermuda legal advisor, and who has
confirmed that it is proper for the Board to convene a completely new general meeting so that the
Shareholders can consider the issues raised by the Requisition Shareholders, and that the completely
new notice will be a valid notice for convening the New SGM (provided that it was given 14 clear
days before the meeting).

      At the New SGM, ordinary resolutions for removal and appointment of the Directors will be
proposed.

       If you are unable to attend the New SGM in person, you are requested to complete and return
the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible
and in any event not later than 48 hours before the time for the New SGM or any adjournment thereof
to the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited at 26th Floor,
Tesbury Centre, 28 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will
not preclude you from attending and voting in person at the New SGM or any adjournment thereof
should you so wish.

       All proxy forms which were used for the Original SGM and/or the Postponed SGM will NOT
be treated or admitted as valid proxy forms for the New SGM.

VOTING BY POLL

      Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general
meeting must be taken by poll. The chairman of the New SGM will therefore demand for a poll for
every resolution put forward at the New SGM in accordance with Bye-law 66(a).

                                                                   Yours faithfully,
                                                          For and on behalf of the Board of
                                                      Seamless Green China (Holdings) Limited
                                                                   Chan Ka Ming
                                                                     Chairman

                                                –7–
                    NOTICE OF SPECIAL GENERAL MEETING




            Seamless Green China (Holdings) Limited
   (Incorporated in the Cayman Islands and re-domiciled and continued in Bermuda with limited liability)
                                          (Stock Code: 8150)

                     NOTICE OF SPECIAL GENERAL MEETING

       NOTICE IS HEREBY GIVEN that a special general meeting of the members of Seamless
Green China (Holdings) Limited (the “Company”) will be held at Unit 1906-07, 19th Floor, Cosco
Tower, 183 Queen’s Road Central, Hong Kong (“HK Venue”) and, by way of video conferencing to
be originated from HK Venue, at the same time at 4th Floor, Room 4-15, Jianshazui Department Store,
China Phuket Street, Chengxinhuating, Longgang District, Shenzhen on Friday, 17 August 2012 at
2:00 p.m. for the following purposes:

      To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

                                   ORDINARY RESOLUTIONS

      1.    THAT Mr. Chan Ka Ming be and is hereby removed as an executive director of the
            Company with immediate effect;

      2.    THAT Mr. Tam Chak Chi be and is hereby removed as an executive director of the
            Company with immediate effect;

      3.    THAT Mr. Ho Chun Kit Gregory be and is hereby removed as an executive director of
            the Company with immediate effect;

      4.    THAT Mr. Jal Nadirshaw Karbhari be and is hereby removed as an independent non-
            executive director of the Company with immediate effect;

      5.    THAT Mr. Ho Pui Tin Terence be and is hereby appointed as an executive director of
            the Company with immediate effect;

      6.    THAT Mr. Mok Tsan San be and is hereby appointed as an executive director of the
            Company with immediate effect;




                                                  –8–
                       NOTICE OF SPECIAL GENERAL MEETING


         7.     THAT Mr. Ho Chi Wai be and is hereby appointed as an independent non-executive
                director of the Company with immediate effect;

         8.     THAT any new director(s) appointed by the Board (if any) from 19 January 2012 up to
                the date of this meeting be and are hereby removed as director(s) with immediate effect.

                                                                          Yours faithfully,
                                                                 For and on behalf of the Board of
                                                             Seamless Green China (Holdings) Limited
                                                                          Chan Ka Ming
                                                                            Chairman

Hong Kong, 27 July 2012

As at the date of this notice, the Board comprises:

(1)      Mr. Chan Ka Ming, as an executive Director;
(2)      Mr. Nee Henry Pei Ching, as an executive Director;
(3)      Mr. Tam Chak Chi, as an executive Director;
(4)      Mr. Ho Chun Kit Gregory, as an executive Director;
(5)      Mr. Ng Kai Shing, as an independent non-executive Director;
(6)      Mr. Jal Nadirshaw Karbhari, as an independent non-executive Director; and
(7)      Ms. Chan Sze Man, as an independent non-executive Director.

Head office and principal place of business:
Unit 1906-07, 19th Floor
Cosco Tower
183 Queen’s Road Central
Hong Kong

Notes:

1.       A member who is entitled to attend and vote at the meeting convened by the above notice and is the
         holder of two or more shares of the Company may appoint one or more proxy to attend and, subject to
         the provisions of the Bye-laws, vote in his stead. A proxy need not be a member of the Company. If
         more than one proxy is so appointed, the appointment shall specify the number and class of shares in
         respect of which each such proxy is so appointed.

2.       To be valid, the form of proxy together with any power of attorney or other authority (if any) under which
         it is signed or a certified copy thereof, must be deposited at the office of the branch share registrar of
         the Company in Hong Kong, Tricor Abacus Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East,
         Wanchai, Hong Kong for registration not less than 48 hours before the time appointed for holding the
         above meeting or any adjournment thereof.




                                                       –9–
                    NOTICE OF SPECIAL GENERAL MEETING


3.   Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in
     person at the above meeting or any adjournment thereof and in such event, the instrument appointing a
     proxy shall be deemed to be revoked.

4.   In the case of joint holders of a share, any one of such joint holders may vote, either in person or by
     proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such
     joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in
     person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holder(s).
     For this purpose, seniority shall be determined by the order in which the names stand in the register of
     members of the Company in respect of the joint holding.

5.   All proxy forms which were used for the Company’s special general meeting originally convened to be
     held on 19 March 2012 and/or for the Company’s special general meeting postponed and held on 11 May
     2012 will NOT be treated or admitted as valid proxy forms for the Company’s special general meeting
     to be held on 17 August 2012 or any adjournment thereof.




                                                   – 10 –

				
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